Atsumi Sakai Janssen Foreign Law Joint Enterprise

Corporate

We advise on all major aspects of corporate law. Our scope of advice includes in particular M&A and Joint Venture transactions, company law, corporate restructurings, corporate governance and compliance as well as labor law and regulatory matters.

Our clients are small and medium size as well as large corporations (listed and unlisted) and groups across various sectors. Understanding the respective industry both in Japan and Germany allows us to give our clients tailored advice in particular in the German-Japanese environment. Before this background, our clients appreciate, that we do not only provide sound legal advice in their most sensitive matters but also are prepared to be a strategic advisor to our clients.

Rather small but focused and always prepared to walk an extra mile has earned us a reputation as creating additional value for our clients and (at least sometimes) making the seemingly impossible actually possible.

General corporate advice we can give includes in particular:

• formation of companies and setting-up of branch offices and representative office both in Japan and Germany
• preparation of shareholder meetings and shareholder resolution
• corporate governance matters such as board structure and composition, management compensation policies and succession planning
• compliance structures
• corporate restructuring and mergers, demergers and conversions
• capital increases and decreases, debt-equity swaps and other restructuring matters
• capital market related matters such as squeeze outs, delistings and in cooperation with Atsumi & Sakai IPOs in Japan

Our team includes lawyers fluent in Japanese, English, German, Chinese, Spanish and French. This allows us to read, understand and comment on documents in these languages without translation and we can also communicate in these languages.

Intellectual Property (IP), Trademarks & Copyrights

We are advising our clients on all relevant issues regarding intellectual property protection, competition law and copyright law. We also provide counsel on the most efficacious methods of establishing and developing IP holdings so clients can realize the most value from those assets.

Furthermore, we are experienced in commercial, legal and regulatory issues in the information technology, telecommunications, media and e-commerce industries.

Our clients appreciate that we are familiar with key contractual terms in the relevant sectors and our ability to come up with innovative solutions.

IP law related advice that we give includes in particular advising on:

• negotiation, review and drafting of sale and purchase as well as other technology transfer and license agreements regarding industrial property rights
• defense against trademark and product piracy and patent infringements
• prevention of counterfeiting and distribution of gray-market goods through injunctive relief
• intellectual property management and IP strategy
• IP transactional matters
• employee inventions
• due diligence investigations

Our team includes lawyers fluent in Japanese, English, German, Chinese, Spanish and French. This allows us to read, understand and comment on documents in these languages without translation and we can also communicate in these languages.

Labor Law, Employment & Pension

We are advising our clients regarding all aspects of (individual and collective) labor and employment law, including works constitution, collective bargaining, restructuring and outsourcing. Our clients are mainly Japanese companies in Germany and European and US companies in Japan. Often we are entrusted with restructurings or transaction work that entail a variety of labor law related issues. In these cases, our advice ranges from employment law due diligence, over respective provisions in the transactional documents and incentive and retention programs for the management to post merger integration and restructuring matters such as secondments or (mass) dismissals.

Our clients appreciate, that we can compare the situation in Japan with the situation in Europe and thus explain the differences rather than the whole system which is much more efficient and less costly.

General labor, employment & pension law advice that we give includes in particular advising on:

• drafting, reviewing and negotiating (fix term and time limited) employment agreements, service agreements for managers and secondment agreements as well as termination/settlement agreements with employees and managers
• restructuring related matters such as mass dismissals, social plans and reconciliation of interest agreements
• incentive systems, stock option schemes and other corporate benefit programs
• company pension schemes and pension plans
• employee inventions and copyrights
• managers’ (personal) liabilities
• governance and compliance issues
• (post-contractual) non-compete obligations
• (international) guidelines for employees and managers including e.g. internet use, ethics, travel guidelines, corporate governance and compliance
• labor law aspects of group restructurings and reorganizations
• labor law related issues in M&A and joint-venture transactions
• negotiation of collective agreements with the works council (and trade unions)
• corporate restructuring, redundancy programs and compensation plans
• labor litigation

Our team includes lawyers fluent in Japanese, English, German, Chinese, Spanish and French. This allows us to read, understand and comment on documents in these languages without translation and we can also communicate in these languages.

Real Estate

We provide counseling on all types of commercial real estate transactions, including acquisitions, dispositions, financing, construction, development, leasing and management of real estate. Our clients include lenders, borrowers, investors, developers and landlords/occupiers.

Furthermore, we also help our clients during the construction phase of a project, e.g. by drafting, reviewing and negotiating contracts with architects, engineers, contractors and other consultants.

Our clients told us that they appreciate in particular our ability to think outside the box which in one recent case has helped us to acquire a large piece of land in Japan, which was formerly regarded as impossible to acquire due to a lack of registration of the respective owners over the course of several generations. Appealing to certain old customs of oral division of estate resulted in the acknowledgement of tax-representatives as owners by METI as legal basis for the project.

General real estate advice that we give includes in particular advising on:

• drafting, reviewing and negotiating real estate acquisitions trough asset or share deals including OpCo-/PropCo-transactions
• title, survey and environmental due diligence
• schemes to avoid real estate transfer tax being triggered (RETT-blocker structures)
• setting-up of real estate funds
• real estate financing including structuring and documentation of real estate mortgages and other securities
• sale-and leaseback transactions
• Real Estate Investment Trusts (REITs)
• project developments and joint development agreements including public and private infrastructure projects
• land use entitlement approvals
• environmental regulation of development projects
• leasing and letting of buildings for office, retail and other commercial and industrial use

Our team includes lawyers fluent in Japanese, English, German, Chinese, Spanish and French. This allows us to read, understand and comment on documents in these languages without translation and we can also communicate in these languages.

Litigation

We advise on local and cross-border disputes in Japan and in Germany in and out of court including complex litigation in commercial and corporate law matters. We give our clients guidance in courts, tribunals, and before governmental bodies. In public law matters we liaise to the extent possible and appropriate with the respective law enforcement agencies and regulatory authorities.

When dealing with litigation, our aim is to resolve any disputes as efficiently as possible keeping in mind our clients best interest.

Our clients engage us for litigation matters as the solutions we are offering are always practical and commercial, aiming at managing risks smartly and avoid litigation if appropriate.

Litigation advice that we give includes in particular advising on:

• domestic and international arbitrations
• shareholder disputes
• disputes arising from M&A transactions and Joint Ventures
• insolvency and restructuring related disputes
• mediation and other forms of alternative dispute resolution
• in and out of court settlements
• arbitration clauses
• regulatory investigations and disputes with public authorities
• internal compliance investigations and conduct them

Our team includes lawyers fluent in Japanese, English, German, Chinese, Spanish and French. This allows us to read, understand and comment on documents in these languages without translation and we can also communicate in these languages.